GSK plc
(the
'Company')
2024 Performance Share Plan Award and
2024 Performance Measures
2024 Performance Share Plan
Award
On 8 February 2024, the Company granted
conditional share awards to the Persons Discharging Managerial
Responsibilities ('PDMRs') and their Persons Closely Associated
('PCAs') listed below under the GlaxoSmithKline 2017 Performance
Share Plan ('the Plan'). The Plan was approved by shareholders on 4
May 2017 and allows a performance-related opportunity in the form
of conditional awards to be granted to senior executives in the
Group, including the Executive Directors and other
PDMRs.
Under the terms of the Plan, conditional awards
are granted over a specific number of Ordinary Shares or American
Depositary Shares ('ADS'), and the percentage of awards that
ultimately vests is dependent on the level of achievement against
performance targets set by the Remuneration Committee.
2024 Performance
Measures
In accordance with the Remuneration Policy and
company growth focus, the awards will be based on the following
five measures:
Performance Measure
|
Proportion
of
each award
|
Relative Total Shareholder Return
(TSR)
|
30%
|
Total Sales Growth
|
20%
|
Adjusted Operating Profit
Growth
|
20%
|
Pipeline Progress
|
20%
|
ESG: Environment
|
10%
|
The performance period for the awards is the
three financial years from 1 January 2024 to 31 December
2026.
Relative TSR measure
This measure compares the TSR of the Company's
Ordinary Shares over the performance period with the TSR of the
shares of nine (9) other global pharmaceutical companies (i.e. a
comparator group of ten (10) companies including the Company). This
TSR comparator group remains unchanged. The companies in the TSR
comparator group are AstraZeneca, Bristol-Myers Squibb, Eli Lilly,
Johnson & Johnson, Merck & Co, Novartis, Pfizer, Roche
Holdings, Sanofi and GSK.
In a group of 10 companies, the median
(position 5.5) falls between two companies. The vesting schedule
for the 2024 awards is as follows:
Ranking
position
|
Vesting
Schedule
|
1st, 2nd
or 3rd
|
100%
|
4th
|
70%
|
5th
|
40%
|
Median
(Threshold vesting)
|
25%
|
6th or
below
|
0%
|
Total Sales & Profit
measures
The Total Sales and Profit measures recognise
the importance of the commercial ambitions in our Investor Update
('IU') and the Committee has set targets that reinforce those
commitments. The targets for the Total Sales and Profit
measures are of their nature commercially sensitive at the time of
grant. At the end of the performance period, we will provide full
disclosure of what has been achieved. Reflecting our growth agenda,
the Threshold for vesting for both measures is 99% of
target.
Both the Total Sales and Profit measures in the
2024 award will vest as follows:
|
Performance vs Target
|
Proportion Vesting
|
Below Threshold
|
<99% of
Target
|
Nil
|
Threshold
|
99% of
Target
|
25%
|
Target
|
100% of
Target
|
50%
|
|
103% of
Target
|
75%
|
Maximum
|
105% of
Target
|
100%
|
The proportions vesting between the above
vesting levels will be calculated on a straight-line
basis.
Pipeline Progress
measure
The Pipeline Progress measure, introduced in
2020, reflects our emphasis on Innovation and seeks to reward
acceleration and strengthening of the pipeline. The measure is
based on two equally weighted elements of our key assets or
indications:
Proportion of award
|
Pipeline Progress - Sub-measure
|
10%
|
Pivotal trial starts, which
focus mainly on phase III registrational trial starts, but may also
include phase II starts (for example, in oncology)
|
10%
|
Major regulatory approval milestones
|
Points will be allocated to the successful
assets in each sub-measure based upon their forecast commercial
value (peak year sales) at the end of the performance
period.
The points vesting scales for these
sub-measures of the 2024 award will be published as part of the
2023 Annual Report.
Due to commercial sensitivity, the Remuneration
Committee remains of the view that the Pipeline Progress measure
targets cannot be published at the time of grant. At the end
of the performance period we will provide full disclosure of what
has been achieved, in terms of both milestones and aggregate
points, along with a narrative commentary on
performance.
ESG: Environment
measure
The ESG Environment measure was
introduced in 2022, based upon our Trust priority and goal of
having a Nature Net Positive and Climate Net Zero impact by 2030,
details of which are provided on our website. The ESG Environment measure includes six key performance
indicators (KPIs), three towards our Climate ambitions and three
towards our Nature ambitions. To achieve 75% vesting, all six
measures must have met their targets by the end of 2026. To
achieve 100% vesting, two of the six measures, at least one in
Climate and one in Nature, must have exceeded their targets six
months in advance of target date or as over delivery of the target
performance level.
Notes
1. To the extent that each element
of a conditional award does not vest at the end of the three-year
performance period, it will lapse.
2. The PDMRs in the transaction
notifications below were each granted a conditional award under the
terms of the GlaxoSmithKline 2017 Performance Share Plan.
Awards granted are of Ordinary Shares or ADS.
3. Dividends will accrue on the
conditional award of Ordinary Shares or ADS during the performance
period but will only vest to the extent that the awards themselves
vest at the end of the performance period. These dividends are not
included in the figures below.
4. For Executive
Directors, the award is subject to an additional vesting
period of two years (the 'Holding Period') from the normal vesting
date, i.e. five years in total. During the additional
Holding Period, the relevant Ordinary Shares or ADS would only be
forfeited in the event that the Executive Director was
terminated for cause, and the Ordinary Shares or ADS will continue
to carry rights to dividend equivalents.
Transaction notification
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Emma Walmsley
|
b)
|
Position/status
|
Chief Executive Officer
|
c)
|
Initial notification/
amendment
|
Initial notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GSK plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description of the financial
instrument
|
Ordinary shares of 31 ¼ pence each
('Ordinary Shares')
ISIN: GB00BN7SWP63
|
b)
|
Nature of the transaction
|
A conditional award of Ordinary
Shares under the Company's 2017 Performance Share Plan
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£16.726
|
468,449
|
|
|
|
|
|
d)
|
Aggregated information
|
N/A (single transaction)
|
Aggregated volume Price
|
|
e)
|
Date of the transaction
|
2024-02-08
|
f)
|
Place of the transaction
|
N/A
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Julie Brown
|
b)
|
Position/status
|
Chief Financial Officer
|
c)
|
Initial notification/
amendment
|
Initial notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GSK plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description of the financial
instrument
|
Ordinary shares of 31 ¼ pence each
('Ordinary Shares')
ISIN: GB00BN7SWP63
|
b)
|
Nature of the transaction
|
A conditional award of Ordinary
Shares under the Company's 2017 Performance Share Plan
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£16.726
|
236,763
|
|
|
|
|
|
d)
|
Aggregated information
|
N/A (single transaction)
|
Aggregated volume Price
|
|
e)
|
Date of the transaction
|
2024-02-08
|
f)
|
Place of the transaction
|
N/A
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Diana Conrad
|
b)
|
Position/status
|
Chief People Officer
|
c)
|
Initial notification/
amendment
|
Initial notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GSK plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description of the financial
instrument
|
Ordinary shares of 31 ¼ pence each
('Ordinary Shares')
ISIN: GB00BN7SWP63
|
b)
|
Nature of the transaction
|
A conditional award of Ordinary
Shares under the Company's 2017 Performance Share Plan
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£16.726
|
98,326
|
|
|
|
|
|
d)
|
Aggregated information
|
N/A (single transaction)
|
Aggregated volume Price
|
|
e)
|
Date of the transaction
|
2024-02-08
|
f)
|
Place of the transaction
|
N/A
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
James Ford
|
b)
|
Position/status
|
SVP and Group General Counsel, Legal and
Compliance
|
c)
|
Initial notification/
amendment
|
Initial notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GSK plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description of the financial
instrument
|
Ordinary shares of 31 ¼ pence each
('Ordinary Shares')
ISIN: GB00BN7SWP63
|
b)
|
Nature of the transaction
|
A conditional award of Ordinary
Shares under the Company's 2017 Performance Share Plan
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£16.726
|
161,390
|
|
|
|
|
|
d)
|
Aggregated information
|
N/A (single transaction)
|
Aggregated volume Price
|
|
e)
|
Date of the transaction
|
2024-02-08
|
f)
|
Place of the transaction
|
N/A
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Sally Jackson
|
b)
|
Position/status
|
SVP, Global Communications and CEO
Office
|
c)
|
Initial notification/
amendment
|
Initial notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GSK plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description of the financial
instrument
|
Ordinary shares of 31 ¼ pence each
('Ordinary Shares')
ISIN: GB00BN7SWP63
|
b)
|
Nature of the transaction
|
A conditional award of Ordinary
Shares under the Company's 2017 Performance Share Plan
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£16.726
|
67,846
|
|
|
|
|
|
d)
|
Aggregated information
|
N/A (single transaction)
|
Aggregated volume Price
|
|
e)
|
Date of the transaction
|
2024-02-08
|
f)
|
Place of the transaction
|
N/A
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Luke Miels
|
b)
|
Position/status
|
Chief Commercial Officer
|
c)
|
Initial notification/
amendment
|
Initial notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GSK plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description of the financial
instrument
|
Ordinary shares of 31 ¼ pence each
('Ordinary Shares')
ISIN: GB00BN7SWP63
|
b)
|
Nature of the transaction
|
A conditional award of Ordinary
Shares under the Company's 2017 Performance Share Plan
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£16.726
|
248,092
|
|
|
|
|
|
d)
|
Aggregated information
|
N/A (single transaction)
|
Aggregated volume Price
|
|
e)
|
Date of the transaction
|
2024-02-08
|
f)
|
Place of the transaction
|
N/A
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Shobie Ramakrishnan
|
b)
|
Position/status
|
Chief Digital and Technology Officer
|
c)
|
Initial notification/
amendment
|
Initial notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GSK plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description of the financial
instrument
|
American Depositary Shares
('ADS')
ISIN: US37733W2044
|
b)
|
Nature of the transaction
|
A conditional award of ADS under the
Company's 2017 Performance Share Plan
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
$42.02
|
57,636
|
|
|
|
|
|
d)
|
Aggregated information
|
N/A (single transaction)
|
Aggregated volume Price
|
|
e)
|
Date of the transaction
|
2024-02-08
|
f)
|
Place of the transaction
|
N/A
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
David Redfern
|
b)
|
Position/status
|
President, Corporate Development
|
c)
|
Initial notification/
amendment
|
Initial notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GSK plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description of the financial
instrument
|
Ordinary shares of 31 ¼ pence each
('Ordinary Shares')
ISIN: GB00BN7SWP63
|
b)
|
Nature of the transaction
|
A conditional award of Ordinary
Shares under the Company's 2017 Performance Share Plan
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£16.726
|
172,957
|
|
|
|
|
|
d)
|
Aggregated information
|
N/A (single transaction)
|
Aggregated volume Price
|
|
e)
|
Date of the transaction
|
2024-02-08
|
f)
|
Place of the transaction
|
N/A
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Regis Simard
|
b)
|
Position/status
|
President, Global Supply Chain
|
c)
|
Initial notification/
amendment
|
Initial notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GSK plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description of the financial
instrument
|
Ordinary shares of 31 ¼ pence each
('Ordinary Shares')
ISIN: GB00BN7SWP63
|
b)
|
Nature of the transaction
|
A conditional award of Ordinary
Shares under the Company's 2017 Performance Share Plan
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£16.726
|
174,970
|
|
|
|
|
|
d)
|
Aggregated information
|
N/A (single transaction)
|
Aggregated volume Price
|
|
e)
|
Date of the transaction
|
2024-02-08
|
f)
|
Place of the transaction
|
N/A
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Philip Thomson
|
b)
|
Position/status
|
President, Global Affairs
|
c)
|
Initial notification/
amendment
|
Initial notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GSK plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description of the financial
instrument
|
Ordinary shares of 31 ¼ pence each
('Ordinary Shares')
ISIN: GB00BN7SWP63
|
b)
|
Nature of the transaction
|
A conditional award of Ordinary
Shares under the Company's 2017 Performance Share Plan
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£16.726
|
79,771
|
|
|
|
|
|
d)
|
Aggregated information
|
N/A (single transaction)
|
Aggregated volume Price
|
|
e)
|
Date of the transaction
|
2024-02-08
|
f)
|
Place of the transaction
|
N/A
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Deborah Waterhouse
|
b)
|
Position/status
|
CEO, ViiV Healthcare and President, GSK Global
Health
|
c)
|
Initial notification/
amendment
|
Initial notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GSK plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description of the financial
instrument
|
Ordinary shares of 31 ¼ pence each
('Ordinary Shares')
ISIN: GB00BN7SWP63
|
b)
|
Nature of the transaction
|
A conditional award of Ordinary
Shares under the Company's 2017 Performance Share Plan
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£16.726
|
164,524
|
|
|
|
|
|
d)
|
Aggregated information
|
N/A (single transaction)
|
Aggregated volume Price
|
|
e)
|
Date of the transaction
|
2024-02-08
|
f)
|
Place of the transaction
|
N/A
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Anthony Wood
|
b)
|
Position/status
|
Chief Scientific Officer
|
c)
|
Initial notification/
amendment
|
Initial notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GSK plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transaction(s) has been
conducted
|
a)
|
Description of the financial
instrument
|
Ordinary shares of 31 ¼ pence each
('Ordinary Shares')
ISIN: GB00BN7SWP63
|
b)
|
Nature of the transaction
|
A conditional award of Ordinary
Shares under the Company's 2017 Performance Share Plan
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
|
£16.726
|
221,977
|
|
|
|
|
|
d)
|
Aggregated information
|
N/A (single transaction)
|
Aggregated volume Price
|
|
e)
|
Date of the transaction
|
2024-02-08
|
f)
|
Place of the transaction
|
N/A
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
a)
|
Name
|
Victoria Whyte
|
b)
|
Position/status
|
Company Secretary
|
c)
|
Initial notification/
amendment
|
Initial notification
|
2.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
GSK plc
|
b)
|
LEI
|
5493000HZTVUYLO1D793
|
3.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transaction(s) has been
conducted
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a)
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Description of the financial
instrument
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Ordinary shares of 31 ¼ pence each
('Ordinary Shares')
ISIN: GB00BN7SWP63
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b)
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Nature of the transaction
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A conditional award of Ordinary
Shares under the Company's 2017 Performance Share Plan
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s)
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|
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£16.726
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11,800
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d)
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Aggregated information
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N/A (single transaction)
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Aggregated volume Price
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e)
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Date of the transaction
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2024-02-08
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f)
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Place of the transaction
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N/A
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